The New York Hall of Science, partnering with biomedical researchers, educators and the Association of Science-Technology Centers, is planning to develop, test, (Phase I) and nationally disseminate (Phase II) a new exhibition titled Molecules and Health. This exhibition will engage middle and high-school students and the general public in inquiry-based learning on the role of molecules in health illness and prevention. The proposed project will be a national model for conveying the molecular basis for health-related sciences, which will be increasing central to research and public understanding in the coming decades. The exhibition will be based upon Marvelous Molecules-the Secret of Life, a permanent exhibition at the Hall of Science, and will include an extensive array of biomedical and health-related exhibits. We will develop pre- and post-visit materials for teachers' use, a family guide through the exhibition, and two Explainer-run demonstrations, as well as a web site to support classroom learning. This exhibition will travel to science centers within the United States through the Association of Science and Technology Centers touring program. We anticipate that 1,000,000 science museum visitors throughout the country will see the Molecules and Health exhibition during the four year dissemination phase. We will share the results of our evaluation and the process of developing this exhibition to the science education field.